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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report

(Date of Earliest Event Reported) ~~October 28,~~July 9, 2020

VERTICAL COMPUTER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-28685	65-0393635
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

101 West Renner Road, Suite 200, Richardson, Texas 75082

(Address of principal executive offices (zip code))

(972) 437-5200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock VCSY ~~NONE~~OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events

On October 28, 2020, a shareholders’ consent in lieu of meeting (the “Shareholders’ Consent”) was served upon Vertical Computer Systems, Inc. (the “Company”). The Shareholders’ Consent was consented to by shareholders holding a majority of shares of the Company with voting rights, which shares include the Company’s Common Stock and Series A Preferred Convertible Stock, effective as of October 28, 2020 (the “Effective Date”). Under the terms of the Shareholders’ Consent, (1) Richard Wade and William Mills, and any other director that may have been appointed since the filing with the Securities and Exchange Commission (the “SEC”) ~~of the last Annual Report on Form 10-K (for the period ended December 31, 2017), were removed (the “Removal”)~~Regulatory asOrders ~~members of the Company’s board of directors (the “Board”) effective as of the Effective Date;~~ and ~~(2) John Adler and Michael Short were appointed to the Board to replace the two terminated directors effective immediately following the Removal.~~Actions

~~The~~On July ~~new~~9, ~~directors~~2020, ~~were~~the SEC issued an Order of Suspension of Trading of the Company’s shares of Common Stock, suspending trading in the Company’s securities between July 10, 2020 and July 23, 2020. The SEC has not ~~appointed~~reinstated tothe ~~any~~Company’s right ~~committees~~to oftrade its stock. The matter is styled In the ~~Board~~Matter of Trans-Pacific Aerospace Company, Inc. and Vertical Computer Systems, Inc., File No. 500-1.

InAlso, on ~~connection~~July ~~with~~9, 2020, the ~~appointment~~SEC ofcommenced ~~the new~~an ~~independent~~administrative ~~directors~~proceeding ofagainst the Company, (In the ~~Company~~Matter ~~entered~~of ~~into~~Trans-Pacific ~~compensation~~Aerospace ~~agreements~~Company, Inc. ~~with~~and ~~each~~Vertical ~~independent~~Computer ~~director~~Systems, Inc., ~~Under the~~File ~~terms~~No. 3-19864) pursuant to Section 12(j) of the ~~director~~Securities ~~compensation~~Exchange ~~agreements,~~Act ~~the~~of ~~independent~~1934 ~~directors~~to decide ~~have~~whether ~~agreed~~to suspend for a period not to ~~serve~~exceed ~~until~~twelve ~~the~~months ~~Company~~or ~~holds~~revoke ~~its~~the ~~next annual~~registration ~~shareholder~~of ~~meeting,~~the ~~which~~Company’s securities based on the Company’s ~~intends~~failure to ~~hold~~file asoutstanding ~~soon~~periodic asreports, ~~reasonably~~including ~~practicable~~an ~~after~~Annual ~~the~~Report ~~Company~~on ~~becomes~~Form ~~current in~~10-K ~~all~~with ~~its~~audited financials ~~SEC~~for ~~filings.~~the ~~The~~years ~~compensation~~ended ~~for~~December ~~each~~31, ~~independent~~2018 ~~director~~and to2019 ~~serve~~and ona anQuarterly ~~interim~~Report ~~basis~~on ~~until~~Form ~~the~~10-Q ~~next~~for ~~annual~~each ~~shareholder meeting~~quarter isin as2019 ~~follows:~~and 2020.

~~(a) $3~~On July 20,~~000~~ ~~per month~~2020, ~~adjusted~~a ~~pro-rata,~~Vertical ~~provided~~shareholder ~~that~~filed a motion in the ~~Company~~administrative ~~has~~proceeding ~~“Available~~seeking ~~Cash”~~permission to ~~pay~~file ~~such~~an ~~fees.~~amicus ~~“Available~~brief ~~Cash”~~or ~~means~~statement ~~all~~of ~~cash~~views ~~from~~requesting that, in lieu of revocation, the ~~Company~~SEC suspend trading in Vertical’s ~~operations~~securities onfor ~~hand~~six ormonths so onthat ~~deposit~~a ~~from~~group ~~time~~of toshareholders ~~time~~could ~~after~~take certain corrective actions on behalf of the Company ~~has~~and ~~raised sufficient~~all ~~funds~~shareholders. orOn ~~has~~August 18, ~~sufficient~~2020, ~~funds~~the toSEC ~~meet~~granted the ~~working~~shareholder’s ~~capital~~motion ~~requirement~~to submit a statement of views. On August 26, 2020, the ~~Company~~SEC’s ~~for~~Division of Enforcement filed a response asking the ~~then~~SEC ~~current-month~~to revoke Vertical’s registration. ~~If the~~On ~~Company~~October ~~does~~30, ~~not~~2020, ~~have~~the ~~sufficient~~same ~~“Available~~Vertical shareholder ~~Cash”~~filed toa ~~pay~~notice with the ~~monthly~~SEC ~~fees,~~providing an update on the ~~fees~~progress ~~will~~the ~~accrue~~shareholders ~~without~~made ~~interest~~in replacing Vertical’s ~~for~~management upand to 90bring ~~days,~~Vertical atcurrent ~~which~~on ~~time~~its ~~such~~required ~~fees~~periodic ~~will become due~~filings.

~~(b)~~ The Company ~~also~~is ~~agreed~~not toaware ~~grant~~of ~~the~~any ~~following~~communications ~~warrants~~or toactions ~~purchase~~taken ~~shares~~by ~~(the~~former ~~“Shares”)~~directors ofand ~~the~~corporate ~~common~~officers ~~stock~~Mr. Wade and Mr. Mills to ofaddress ~~the~~any ~~Company:~~matters ~~(i)~~raised aby ~~5-year~~the ~~warrant~~SEC. toThe ~~purchase~~SEC ~~500,000~~website ~~Shares~~does atnot areflect ~~purchase~~that ~~price~~either ofMr. $0Wade or Mr.01 ~~per~~Mills ~~share~~on ~~and~~behalf ~~(ii)~~of the Company filed a ~~5-year~~response ~~warrant~~ to ~~purchase~~the ~~250~~SEC administrative proceeding,~~000~~ ~~Shares~~and atas aof ~~purchase~~the ~~price~~date ~~that~~of isthis ~~85%~~report, ofthe Company has not received any formal communications from the ~~15-day~~SEC ~~average~~Division of ~~the~~Enforcement ~~closing~~except ~~per~~for ~~share~~(i) ~~price~~the SEC acceptance of the ~~Company’s common~~amicus ~~stock~~brief, toand be(ii) ~~issued~~an onindication that ~~the~~SEC ~~date~~does not accept the ~~Company~~arguments ~~holds~~set ~~its~~forth ~~next~~in ~~annual~~the ~~shareholders~~amicus ~~meeting~~brief.

NoThe Company ~~arrangement~~intends orto ~~understanding~~resolve ~~exists~~all ~~between either~~outstanding ofmatters with the ~~newly~~SEC ~~appointed directors~~ and ~~any~~take ~~other~~all ~~persons~~necessary ~~pursuant~~actions to ~~which~~do ~~such~~so ~~directors~~as ~~were~~soon ~~named~~ as ~~directors~~possible. ~~Since the~~To ~~beginning~~that ofend, the Company’s ~~last~~is ~~fiscal~~currently ~~year~~conducting ~~through~~its ~~the~~search ~~present~~for ~~there~~independent auditors. Once new auditors have been noengaged, ~~transactions~~the Company will proceed to work with the ~~Company~~auditors to file all annual, periodic and ~~there are~~current ~~currently~~reports nothat ~~proposed~~are ~~transactions~~delinquent ~~with~~as ~~the~~soon ~~Company,~~as inpossible so ~~which~~that the ~~amount~~Company ~~involved~~becomes ~~exceeds~~current ~~$120,000~~with ~~and~~all inSEC ~~which~~reporting ~~any~~requirements. ~~related person~~Once of the ~~newly~~Company ~~appointed~~is ~~directors~~current ofwith all its reporting obligations, the Company ~~had~~intends orto ~~will~~hold ~~have~~its aannual ~~direct~~shareholder ormeeting ~~indirect~~as ~~material~~soon ~~interest~~as ~~within~~reasonably ~~the~~practicable ~~meaning of~~but ~~Item~~no ~~404(a) of~~later ~~Regulation~~than ~~S-K~~October 31, 2021.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 28, 2020, shareholders representing more than a 50% majority of the issued and outstanding Common Stock of the Company and Series A Preferred Stock of the Company adopted the Shareholders’ Consent, effective as of the Effective Date, which resulted in the adoption of a proposal to repeal any amendments, changes or modifications made to the Restated and Amended By-Laws of the Company since January 13, 2015. To the Company’s knowledge, no amendments, changes or modifications were made to the Restated and Amended By-Laws of the Company since January 13, 2015, and, as such, the Restated and Amended By-Laws of the Company, as amended October 28, 2020, are the same in substance as the Restated and Amended By-Laws of the Company dated January 13, 2015.

Item 5.07 Submission of Matters to a Vote of Security Holders

(1) Proposal 1, which removed Richard Wade and William Mills as members of the Board and any other director that may have been appointed since the filing with the SEC of the last Annual Report on Form 10-K (for the period ended December 31, 2017);

(2) Proposal 2, which appointed Michael Short and John Adler to replace Richard Wade and William Mills as members of the Board; and

(3) Proposal 3, which repealed any amendments, changes, or modifications made to the Restated and Amended By-Laws, dated as of January 13, 2015.

The results of the shareholder voting were as follows:

	For	Against	Abstained
Proposal 1	672,312,234	251,000	300,000
Proposal 2	669,184,099	1,065,713	2,613,422
Proposal 3	670,088,867	1,229,562	1,544,745

Certain matters contained in this 8-K constitute forward-looking statements and are based upon management's expectations and beliefs concerning future events. There can be no assurance that the proposed transaction or these future events will occur as anticipated, if at all, or that actual results will be as expected. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them.

(d) Exhibits.

~~Item 9.01 Financial Statements and Exhibits~~None

3.1 Restated and Amended By-Laws of the Company, as amended October 28, 2020

10.4 Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Vertical Computer Systems, Inc. (Registrant)
Date: November 2, 2020	By:	/s/ Len Chermack
		Len Chermack
		President/CEO

	Vertical Computer Systems, Inc.
	(Registrant)

Date: November 4, 2020	By: /s/ Len Chermack
	Len Chermack
	President/CEO

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